DCMU Episode 3: The Spider and the Bat Part III
by FireBuff51
Summary: DC-Marvel Unlimited: a shared universe where the heroes of Marvel and DC have always coexisted. Part 3, the finale. The Joker and Green Goblin have put their plan in motion, but will Spider-Man and the Dark Knight stop them before they can kill thousands of New Yorkers?


**DCMU:** _DC-Marvel Unlimited. _A shared universe in which the characters of both DC and Marvel have always coexisted. Featuring new adventures and a few old ones, re-imagined...

**Episode 3:**

**The Spider and the Bat**

**Part III**

The next morning, Peter woke to the smell of breakfast wafting into his attic bedroom.

He sat up in bed and winced painfully. He was bruised and sore. He explained his injuries to his aunt by convincing her that he simply had a nasty fall while running from the fracas at the Stark benefit.

May Parker trusted her nephew and believed the story, but not without reservations. Peter felt bad about lying to her, but he knew that it was best to keep the truth from her.

After all, he'd been hiding the fact that he was Spider-Man from her since he was in high school, so this wasn't all that bad.

"Peter, Mary Jane is here to see you!" his aunt called from below.

He groaned as he stood before the full length mirror in the corner of his room.

He could see the faint imprint of the Goblin's foot on his ribcage.

"Young man, do not keep your guest waiting!" she called again.

"I'm heading down, Aunt May!"

He threw on some sweats and sneakers and trotted down the stairs to find MJ standing patiently at the front door.

"Peter! What happened to you?" she called, staring at the bruises on his face.

"I fell." he sighed. "What brings you by, Mary Jane?"

"Can we talk?" she motioned for him to step outside.

"Sure."

"I...I don't know how to say this, Peter." she began as they walked towards the street.

Well whatever it is, it can't be that bad, thought Peter, because his spider sense wasn't going off.

"I know you...kind of have feelings for me..." she said.

Peter's heart began to race. Had he been that obvious? Was she going to tell him that she loved him too?

"...so I just wanted you to hear this from me before anyone else." she continued. "Harry and I...we got back together."

"Oh..." was all he could muster.

Just what Peter needed. Another punch to the gut.

"He came over the other night and he was so upset about his dad escaping from jail and everything..."

Harry! Peter had completely forgotten about his best friend Harry Osborn, Norman Osborn's son. He knew how shaken Harry had been last year when he had first found out that his father was the Green Goblin. He couldn't imagine how distressed Harry must be now. How could he have been so absentminded? You're a lousy friend, Peter Parker, he thought. The worst.  
"Are you okay, Peter?" Mary Jane asked, staring up at him. "You seem to be in your own little world."

"No...I'm fine." he forced a smile. Man, it even hurt to smile.

"So, anyway..." she continued, staring at the ground as she shifted her weight from foot to foot. "We had a long talk and we realized that we still had feelings for each other...I don't know...I guess we're going to give it another try. He needs me, Peter. Can you understand?"

"No, I understand." Peter smiled painfully again. "Harry...he's a good guy. I just want you two to be happy. In fact, I think I'll go by and see him later today."

"I knew you'd understand, Pete." Mary Jane kissed his cheek. "You're a good friend. Anyway, I'm late for an audition, so I'll see ya."

He offered a feeble goodbye wave before heading back up the steps.

Geez, this week had really begun to suck.

XXXXXX

Norman Osborn kept several properties around the city that he had purchased off of the OSCORP books. He had taken refuge in one of these properties, a nondescript Brooklyn apartment building that not coincidentally was home to his auxiliary arsenal and glider.

He sat on the edge of his bed, staring out of the window. Once again, he had been consumed by his demons. He had allowed the Goblin to gain control of his soul, but he never felt more alive than during those times when he actually became the Goblin.

He regretted a few things as well, though. He regretted the late night visit he paid to his son, Harry last night. Harry was terrified of him. He would barely listen to anything that he had to say.

He regretted the fact that he could never have a normal relationship with his son. He knew that he had never treated him as well as he should have. Placed too much pressure on him to succeed, to one day take his place.

Harry had argued that he was more of a father to his friend Peter Parker than he was to his own son.

Norman had to admit that sadly, Harry was right. He saw so much potential in Peter. He was smart and knew so much about science and technology, things that Harry never showed much interest in. He wondered what had ever become of Peter.

"Forget him. Stop feeling sorry for yourself." hissed a familiar voice.

Norman glanced up at the window to see his sneering reflection in the glass.

"Can't you leave me alone?" Norman sighed.

"Shut up. You need me. You know it." the reflection answered.

"Talking to yourself again, Normy?" asked the Joker as he lounged on an antique chair in a darkened corner. "People will say you're craaaaaazy."

"How long...how did you get past my security systems?" Osborn snapped.

"You don't earn a name like _The Clown Prince of Crime _without learning a few sneaky tricks." Joker replied. "Now, to the matter at hand. I think we did so-so last night. Batman showed up sooner than I thought he would and I didn't reckon on Stark having his fancy armor so close nearby, but overall, not bad. We've already got the city buzzing."

He tossed a copy of the Daily Bugle at Osborn's feet. The cover read _PANIC IN MANHATTAN! GOBLIN AND JOKER HOLD HOSTAGE NYC's WEALTHY! BATS AND SPIDEY ACCOMPLICES?_

"So what next?" asked Osborn, staring down at the newspaper.

"We've got the city scared. Now, we need to demoralize it. We need to crush its soul."

Osborn sat back down on the bed.

"How do you propose to do that?"

The Joker leaned into the light and grinned wickedly.

"New York loves her heroes. Nothing is as painful to a community as the loss of one of its heroes, one of its protectors. So I propose that we scrap the rest of the plan and go straight for the heart. We kill one of her heroes publicly and for all to see. Tonight...we kill Spider-Man!"

XXXXXX

"_Bats and Spidey Accomplices?_" Bruce read the morning headline while standing before the window of his rented, tenth story penthouse. "Is that the kind of yellow journalism that passes for news in this city?"

"Well, the Daily Bugle does tout itself as New York's _Picture Newspaper_, Sir." said Alfred as he poured a cup of coffee for his employer. "After said photographs, I assume the rest is only filler."

Bruce sat down at an antique oak desk and flipped open his laptop as he sipped his coffee.

"I know Joker. He's going to strike again, and quickly. Goblin, he's going to be harder to figure out. The question is, why are they working together?"

He clicked through article after article about Norman Osborn and the Green Goblin.

"I'm afraid theirs will be neither a stable nor enduring relationship, Master Bruce." said Alfred, laying out a suit out on the bed.

Bruce continued searching the websites of several of the local newspapers. He began to notice a pattern that several of the Daily Bugle's photographs featuring the Goblin fighting Spider-Man were credited to a Peter Parker. A further search showed that a great many of the Bugle's Spider-Man photos were also taken by Peter Parker.

Bruce picked up the phone and quickly dialed a number.

"Gotham Public Library, Head Librarian Gordon speaking." answered a polite voice on the other end.

"Barbara, it's Bruce."

"I knew you'd need my help sooner or later." Barbara Gordon laughed excitedly. "Shall I hop on a train?"

"I just need a favor."

"Of course you do." she sighed, disappointment in her voice. "How can I be of service, _Mister_ Wayne?"

"I need you to hack into the employment records of the Daily Bugle."

"The newspaper in New York? Why?"

"I have my reasons. Can you find a file on a photographer named Peter Parker and email it to me?"

"Of course I can." Barbara sighed before whispering. "But the next time the Joker skips town and you go looking for him, _Batgirl _is coming with you."

"No promises." Bruce replied before hanging up.

Ten minutes later Bruce received an email containing the Daily Bugle employment history of one Peter Benjamin Parker with an attached photograph and a note from Barbara reading "_He's cute! Tell me he's not a bad guy!"_

As soon as the photograph of a smiling, square-jawed kid with short brown hair appeared on his monitor, he knew who he was looking at. He was the same photographer that he had bumped into at the Stark benefit last night, and even though Parker had been there, no pictures credited to him had appeared in that morning's Bugle.

Bruce Wayne knew that he was looking at a picture of Spider-Man.

XXXXXX

Peter stood on the balcony of the large apartment belonging to his friend Harry Osborn, staring out at the Manhattan skyline.

"Sorry Pete. Business call." Harry said as he slid open a glass door and stepped out onto the patio. "It's been hard trying to manage my father's duties at the company after..."

He sighed and looked off.

"So...how have you been?" asked Peter. "I mean, since he escaped..."

"He came to see me last night, Pete. He just showed up right here on the balcony."

Harry rubbed his eyes with his palms.

"He's...he's not my dad anymore, Pete. He was just...he's a...a monster now."

"What did he say? What did he want?" asked Peter apprehensively.

"He...he told me that he missed me. That he was sorry for all of the mistakes he had made in raising me. He's never said that to me before."

"That's it?"

"No." Harry sighed as he gazed down at the traffic below. "He told me that...we were going to be together again soon. That he was going to reclaim the power that he had lost. That...I could have the same power too..."

"What did he mean by that?"

Harry shrugged and sat down on a lounge chair.

"I don't know, Pete. I know that he was a man who relished power. He loved being in charge, being the best at everything. I think that's what drove him to take that serum in the first place that...turned him into that...thing."

Peter didn't know what to say. He felt bad for Harry. At the same time, he had hoped that Harry could shed some insight onto what his father's next move would be.

"What else did he say?"

Harry sighed.

"I asked him to surrender. To turn himself in. He just laughed and flew off. It sounds crazy, but I almost wanted to go with him. I mean, my old man was a bastard, but he's still my dad you know? All I ever wanted was to make him happy...for him to be proud of me."

Peter nodded as he slipped his hands into the pocket of his sweatshirt.

"Well, maybe Spider-Man can catch him and get him the help that he needs..."

"Don't talk to me about Spider-Man." Harry sneered. "I saw on the news that Spider-Man had a chance to catch my dad last night and he let him get away. So did Batman. I don't trust any of those costumed freaks."

"Well, I heard it was quite a fight..."

"Whatever. Hey Pete, I'm sorry that I didn't tell you about me and MJ getting back together. I know how you've felt about her and-"

Peter waved him off.

"It's in the past, Harry. She's your girl." he almost choked on the words. "I just want you guys to be happy together."

Harry stood and gave his friend a hug.

"Thanks, Pete. You're a good friend."

"So everybody tells me." Peter forced a smile. "See ya around, Harry."

XXXXXX

Peter made his way down the street on his way to Dr. Connors' class at the university and cut through the usual alley that he cut through when his spider-sense kicked off.

He froze momentarily, swiveling his head, searching for any sign of danger.

"Spider-sense tingling, Mr. Parker?" said a voice from the shadows.

Oh no. Somebody knew who he was! Peter took a fighting stance and waited.

"Relax. I just want to talk." the voice said calmly.

"Who's there?" Peter called.

"Not here."

Batman fired his grappling gun and ascended to the roof of the warehouse that abutted the alley.

Peter checked over his shoulder, then scaled the wall in a few short seconds. He climbed over the retaining wall to see Batman standing before him.

Batman eyed him in the light of the afternoon.  
"Goblin really worked you over."

Peter self-consciously touched the bruises on his face.

"You know who I am." he said quietly.

"Yes."

"But how did you-?"

"I'm Batman. That's how."

Peter folded his arms.

"Are you going to tell anyone? Because if my enemies knew who I was...the lives of everyone I care about would be in danger."

"I know how to keep a secret. We all have our own reasons why we wear these masks."

Peter nodded. Relieved.

"Soooo...do I get to find out who _you_ are?"

"No."

Peter folded his arms.

"What a gip."

"You know the Goblin." Batman said as his cape rustled in the breeze. "You know how he thinks. What's his next move?"

"Ah, so the legendary Batman needs advice from your _Friendly Neighborhood Spider-Man_." Peter smiled proudly. "What a turn of events!"

Batman stared at him.

"Okaaaayyyy." Peter sighed, tossing up his hands. "Well, Osborn stopped playing with a full deck ever since he ingested that serum. But before that, he was one of these guys who needed to excel at everything he did. Had to be the best at business, at play, all of it. When he took that serum, it magnified everything about him. His size, strength...personality. It drove him insane and part of that insanity is his constant desire for power. Since I stopped him last time, I think he's looking for an even bigger way to impress upon everyone exactly how powerful he really thinks he is."

Batman nodded as he slowly paced with his hands behind his back.

"The Joker enjoys an audience. He likes being the center of attention. The bigger, the better. He enjoys killing as many people as possible. He's impatient, too. Since he was thwarted last night, I expect him to strike again quickly. Maybe as soon as tonight. The question that I keep coming back to is...why are the Joker and Green Goblin working together? Aside from his girlfriend Harley, the Joker pretty much prefers to operate alone."

Peter slipped his hands into his pockets and kicked at the gravel roof.

"Maybe he doesn't know the city? He needs the Goblin because he knows the territory?"

"Possible." said Batman. "Since the Joker broke Osborn out of custody, it's safe to assume that the Joker is the instigator in all of this. He and Osborn have never teamed up before, so why would he invite him in on whatever his plan is? There has to be some kind of link."

"It's me." Peter felt queasy. "I fought the Joker after he got into town. The next day he breaks Osborn out of prison. Anybody with access to Google knows that Spider-Man is the Goblin's sworn enemy. I think that somehow, I'm in the middle of this. I'm the link."

"So all of this is to bring down Spider-Man?" asked Batman. "I know better than anyone how the Joker can become fixated on one enemy, but I don't know if that's what we're looking at here. Maybe you're just the bait."

"Well, it's nice to know I'm wanted."

"Maybe the Joker lures Osborn into his plan by promising to take care of Spider-Man for him. Perhaps he's just using the Goblin, but using him for what?"

"At any rate, I have a feeling that they're going to strike again tonight." Peter sighed as he stared off at the city's skyline. "Tonight's the opening night of the World Unity Festival. They'd have a huge audience and a large gathering of people. It's right up their alley."

"We'll need to be on our toes, then." said Batman.

"You're right. And we can't order them to cancel the festival because-" Peter turned to find the Batman had disappeared.

XXXXXX

It was early evening and the sun had not yet set as people filled Times Square for the World Unity Festival, a relatively new tradition in New York, designed to promote peace and understanding as well as inject revenue into the economy of the country's largest city.

Spider-Man perched on a stone gargoyle at the edge of a building high above the street. He scanned the crowd below for any sign of trouble.

He paused momentarily to think about Harry and Mary Jane. He wondered if he was ever going to find someone, or would Spider-Man always come first? He sighed, and shook his head as he focused on the job at hand.

Inspirational images and animations flashed on the large digital screens around the square as several large balloons shaped like popular cartoon characters hovered above the scene, tethered to crews on the ground.

He was sure Batman was around here somewhere. At least he hoped.

Music played loudly as Katy Perry and four backup dancers took the stage that was surrounded by a massive crowd.

"Katy Perry?" Spider-Man sighed to himself. "I suppose AC/DC would've been too much to ask for."

He continued to scan the streets for any potential threats. There was a virtual army of NYPD officers lining the streets with several ESU snipers perched strategically on several buildings.

Spider-Man still didn't have the best relationship with New York's Finest and he was nervous as to what actions they would take if they spotted him.

Everything seemed to be going fine. Ms. Perry was half way through her first song when one of her backup dancers stepped out of line and began to do her own dance independently of the other three.

"What are you doing?" Katy Perry hissed, covering her mic.

The blond dancer danced closer to the singer, spinning. As she came out of the spin, she pulled a large knife and held it to Katy Perry's throat, pinning an arm behind her back.

The music immediately stopped and the crowd shrieked in horror.

"Oh boy." Spider-Man sighed as he quickly stood.

Several police officers rushed the stage when the Joker's laughing visage appeared on all of the screens in the square.

"_That's far enough officers_." the Joker's voiced boomed.

"Yeah, back off coppers or I turn the girl into a Pez dispenser!" Harley Quinn shouted before she whispered in Katy Perry's ear. "Big fan! Got all your albums!"

"Oh God, this is so not cool!" Katy Perry cried.

"_Now, I suppose you're all wondering why New York's newest pal, the Joker, (that's me) would interrupt the World Unity Festival._" the Joker called. "_Well, I have big plans for this sleepy little hamlet of yours and I think it's __ time that I tell you about them._"

Spider-Man looked for a spot that the Joker could be broadcasting from. There were several TV news and satellite trucks parked all over.

"_You see, I'm a man who likes challenges._" the Joker continued as the crowd watched the screens in stunned silence. "_And the challenge that I've issued myself is a tall one. I want to see if I can bring your fair city to its ever-loving knees. You people have been through plenty and well, I want to see how much you can truly endure. Are you really as resilient as you claim to be or will I crush your souls? My money's on me! AHAHAHAH!_"

People in the crowd screamed and gasped.

"_Now, I know he's here, so he might as well come on out._" the Joker taunted from the digital screens. "_Here, Spidey! Come on out or Ms. Quinn slices up one pretty little pop singer!_"

"Oh gawd!" Katy Perry squealed.

Spider-Man fired off a web-line and swung down from his perch, dropping onto the stage.

"Okay, Bozo. You wanted me, you got me. Now show yourself!" Spider-Man shouted at the large screen behind the stage.

"_Who are you to be giving orders at a time like this?_" the Joker crowed down at him. "_You heroes, you're all the same! So cocky and arrogant!_"

Several blocks away, the Batmobile raced towards the scene, swerving through traffic with precision accuracy.

On the next block over, the Mayor had exited his limousine when he was met by several police officers from the Emergency Services Unit.

"Your Honor, the Joker's here! We can't let you into the event." said Captain Stacey of the ESU. "We need to get you to a safe location, Sir."

"My God!" was all the Mayor could utter before something exploded off

to the right.

The Green Goblin swooped down out of the sky, firing his glider's dual machine guns at the ground.

The police officers opened fire at him. The Goblin cackled as he hurled pumpkin bombs at the ground. Gas exploded from the bombs and the officers and the Mayor fell unconscious.

The Goblin landed long enough to throw the Mayor's body over his glider before soaring off into the evening sky.

"Let her go, Joker!" Spider-Man called. "I'm not telling you again!"

"_I have a confession to make, Webs._" called the Joker. "_I had my girl Harley threaten the lovely Ms. Perry there in the hopes that I would lure you out of hiding. You see, I plan to show your beloved city that no one is safe from me. And I'm going to do that by killing Spider-Man in front of eight million people! AHAHAHAHHAHAAAH!_"

Again, terrified screams went up from the crowd. The screens suddenly went dark and the rear doors of a nearby satellite truck slammed open.

The Joker hopped out carrying a chrome Desert Eagle pistol at his side. The massive crowd of people scattered in every direction. The Joker strode confidently across the square towards the stage, his eyes narrowed at Spider-Man.

Spider-Man's spider-sense was buzzing like crazy.

"Oh God oh God oh God..." Katy Perry sobbed as Harley Quinn continued to press the knife to her throat.

"Go ahead, make a move, I dare ya!" the Joker called. "I triple dog dare ya, Spidey! Make a move and I'm gonna blow a hole in you the size of Queens. Come on! Let's see how fast you really are-"

"No, damn you!" the Goblin shouted as he flew down and circled over the crowd. "I told you that _I'm_ killing Spider-Man!"

"Oh shut it, Norman!" the Joker snapped as he fired off a shot at the Goblin. "You were supposed to kill the Mayor! That was supposed to distract you while I squashed the spider!"

Just then, the Batmobile roared around the corner, racing towards the stage as the crowd continued to scatter.

Spider-Man fired two lines from his web shooters, one at the knife in Harley's hand and the other at Katy Perry.

He yanked the knife out of Harley Quinn's hand and tossed it aside and with the other hand spun the singer away from Harley Quinn and into his arms.

"Oh muh Gawd, thank you!" Perry squealed as she slumped against Spider-Man.

"Not now." Spider-Man said as he pushed her away and hit Harley with a barrage of webbing, causing her to fall to the stage in a virtual cocoon of webs.

"No! This sucks!" Harley squealed, thrashing on stage. "Mr. J! Ya gotta help me!"

"Daddy's busy, Pumpkin!" the Joker shouted as he fired at the Batmobile. The bullets ricocheted off of the vehicle's armor as it screeched to a halt.

As several police officers rushed Katy Perry off the stage, Spider-Man made a run at the Joker. He used a web-line to pull the pistol from his hand. He caught the gun and twisted it in his hands, dropping it harmlessly on the stage.

The Goblin made another pass and dropped a pumpkin bomb just a few feet away from the Joker.

When the smoke had settled, the Joker had disappeared. The Goblin circled over Times Square as he climbed higher in the sky.

"First things first!" he called. "I told you all how powerful I was! And to prove my point, I'm going to destroy the most powerful man in the city! Literally!"

Spider-Man watched as the Goblin kicked the Mayor's lifeless body off of his glider.

"No!" he shouted helplessly as he watched the Mayor plummet fifteen stories.

He raised his hands to fire his web-lines when seemingly out of nowhere, Batman descended through the air, his black cape billowing behind him. He caught the Mayor with one arm, then turned and fired his grappling gun at a nearby building.

They swung down towards an office building and crashed through a plate glass window. Batman dropped the Mayor on the carpet as he came to a rolling stop.

"Please see that he gets medical attention immediately." he said to the stunned office staff as he turned, then ran and jumped through the shattered window.

He landed on top of a giant clown balloon and watched as the Goblin circled back towards him.

"This isn't your town, Batman! You don't belong here!" the Goblin shouted as he raced his glider straight towards the Dark Knight.

Batman slung a small bat shaped disc at him that hit the Goblin's chest and then exploded, knocking him off of his glider which veered off into the sky unmanned.

The Goblin landed on top of the balloon. He scrambled to his feet, struggling to maintain his balance on the billowy, rubber surface.

He and Batman both took a fighting stance and stared each other down.

Spider-Man wanted to help Batman, but he knew that tracking down the Joker had to be his first priority. There were too many innocent people around.

He leapt onto the side of a building and clung to the fifth story wall as he searched for the Joker below.

People continued to run away from the square in large droves. Spider-Man scanned the crowds for anything unusual. Well, anything even more unusual than people fleeing an attack by the Joker and Green Goblin.

Then he saw it. A vendor in a white coat and cap pushing an ice cream cart down the middle of the street in the opposite direction of the fleeing people.

"That's not good." Spider-Man said as he swung through the air.

The Joker grinned up at him from under his white cap and flung several of his razor sharp playing cards at Spider-Man.

One nicked his arm, throwing him off balance. He let go of his web-line and landed hard on top of a delivery van, caving in the roof.

"I got plenty more where that came from, little Spider!" the Joker laughed as he tossed away his hat and coat. "Come on Spider-Man! Come at me!"

Spider-Man shook his head and hopped down from the van. The fall had dazed him.

"Come at me?" Spider-Man replied, steadying himself against the smashed van. "How original. You really have to steal your lines from YouTube videos? I think you need a new writer."

Back on top of the balloon, Batman socked the Green Goblin with a roundhouse punch to the jaw, knocking him down.

The Goblin kicked Batman's legs out from under him, then pounced on him. He wrapped one hand around Batman's throat and made a fist with the other. He energized his fist with crackling electricity as he cocked his arm for the punch.

Batman landed a quick jab with his left fist, knocking the Goblin off of the balloon.

He disappeared momentarily before rising again on his glider. As he attempted to fly off, Batman fired his grappling gun at the glider. The anchor and line wrapped around one of the wings and the Goblin soared off above Manhattan with Batman trailing behind him, sailing through the air.

"No! Get off!" the Goblin screamed as he fired blasts of electricity at Batman which missed.

On the ground below, the Joker threw more cards at Spider-Man. He dodged them as he leapt into the air.

He landed in front of the Joker who began to cackle ominously.

Spider-Man grabbed the Joker and hurled him into the delivery van. The Joker fell to his knees, still laughing.

Spider-Man fired a web at him and yanked him closer so that he could punch the Joker in the face.

"Come on! Finish me off, Webs!" the Joker spat, still smiling.

Spider-Man gripped the Joker by the throat and lifted him off the ground. The Joker continued cackling as blood trickled from his lips and down his chin.

"What is wrong with you?" Spider-Man shouted. "You maniac! You murder people and you just keep laughing?"

"Oh, but..it...it really is funny..." the Joker coughed, his voice tight as he struggled to breathe. "You...you can keep on...pummeling me...but...it won't mean anything. Lots...lots of people are...are gonna die...us included."

"What are you talking about Joker?" Spider-Man demanded.

The Joker's eyes darted to the left and Spider-Man followed his gaze to the ice cream cart.

"What did you do?"

The Joker chuckled.

"Go on..." he whispered. "Look inside..."

Spider-Man covered the Joker in several blasts of webbing, wrapping him from shoulders to feet, then suspended him from a nearby street light.

He pulled open the doors of the ice cream cart and peered inside to see several sticks of C-4 explosive, connected to a detonator and clock, wrapped around three large glass containers filled with a green liquid.

"Oh no..." Spider-Man said quietly.

"That's right." the Joker howled as he kicked and thrashed as he hung from the light. "I made my own dirty bomb. But instead of nuclear material, it's a highly concentrated mix of my lethal laughing gas! Ten times more powerful than what I used at the parade! What's the over under on how many are gonna kick off? A hundred thousand? Five hundred thousand?"

As the Green Goblin raced through the sky he hurled a pumpkin bomb at

Batman, who continued to swing behind him from the attached line.

"Give up!" the Goblin shouted.

The Batman pulled another bat-shaped disc from his utility belt and whipped it at the glider. It attached itself to the bottom of the glider and then exploded.

Batman let go of the rope and did a somersault in the air.

The glider spiraled out of control and crashed onto the roof of an apartment building in a fireball.

The Green Goblin landed hard on the roof as Batman dropped down behind him, landing on his feet.

Batman stalked towards the Goblin who lay dazed on the roof.

"Game over, Goblin."

As Batman reached down to grab the Goblin, he was blasted with electricity.

He stumbled backwards. The Goblin jumped to his feet and ran towards him.

Batman dropped to one knee and kicked the Goblin's legs out from under him. As soon as the Goblin hit the roof, Batman landed on him and socked him repeatedly in the face, momentarily stunning him.

Batman quickly ripped off the Green Goblin's gloves and tossed them aside. Then he cut the strap from the Goblin's satchel that contained his pumpkin bombs and hurled it across the roof.

Smoke billowed up from the damaged and burning glider, drifting across the roof.

"It's over, Osborn. You're going back to prison." Batman said as he stood over him.

"Nnnnooooo..." the Goblin moaned. "You...you can't..."

"I said it's over."

As Batman reached down to pull him to his feet, the Goblin's eyes snapped open and he smiled wickedly. He headbutted Batman, causing him to fall back.

As Batman struggled to his feet, the Goblin ran at him, catching him in the stomach with a shoulder and rammed him into a brick wall.

Batman kneed the Goblin in the stomach. As he doubled over in pain, Batman pulled off the Goblin's grotesque green mask, revealing Osborn's face.

"No. It...it can't end like this..." Osborn sneered. "My revenge. I...must have my revenge on Spider-Man..."

"You should thank Spider-Man." said Batman as he loomed over him. "He did what he could to help you. Prison is the best place for a man like you, Osborn."

"I...will...never go back...to prison." Osborn replied as he pulled a small remote control from his belt and pressed the glider's self-destruct button.

The glider exploded, sending a small fireball into the air. The concussion from the blast knocked Batman off of his feet.

Osborn stood and dashed for the edge of the roof.

"STOP!" shouted Batman as Osborn leapt from the roof and disappeared from sight.

Batman raced to the edge of the roof and gazed down at the alley below to see Norman Osborn's lifeless body laying in a rapidly growing pool of blood.

A mile away, back at Times Square, Spider-Man stood over the bomb. He had to act fast.

He carefully pulled the device from the cart and placed it on the ground.

"What're ya gonna do, Spidey? Huh? Disarm it?" the Joker taunted. "Go ahead...let's see what happens..."

"If I disconnect the wires from the power source, you've installed a fail-safe, so it'll blow anyway, haven't you?" Spider-Man called over his shoulder as he studied the bomb.

The clock ticked away. Three minutes left before detonation.

"You've lost, wall crawler!" the Joker laughed. "Admit defeat!"

"Wow, you're dumber than you look." Spider-Man said as he punched a hole in the side of the ice cream cart. "You used a real ice cream cart."

"Don't half-ass it, I always say!" the Joker laughed.

"Well, see... since it's a real cart, there's real refrigerant inside." Spider-Man said as he ripped out a metal tube from inside the cart.

"NO! Nooooo!" the Joker cried.

Spider-Man broke the tube in half and white refrigerant sprayed out. He twisted the tube so that he could blast the bomb with the substance, covering the clock and detonator in frost.

The numbers which had been rapidly counting down slowed and then finally stopped.

"If I had interrupted the circuit by yanking out the wires, the bomb would have gone off." Spider-Man said, folding his arms. "So instead, I kept the circuit intact and just stopped the clock."

"No! No fair! I call shenanigans!" the Joker screamed. "No fair! No fa-"

Spider-Man fired a quick shot of webs that covered the Joker's mouth.

Batman swung down and dropped to the pavement beside Spider-Man.

"Nice work."

"I do okay." Spider-Man replied. "Where's Osborn?"

"He killed himself." Batman sighed. "Nothing I could do."

Spider-Man stared at the ground. This was going to hit Harry hard. He was glad that MJ would be there for his friend.

Sirens screamed from every direction as police cars, fire trucks and ambulances arrived at the scene.

"That's my cue, Bats." Spider-Man said, firing off a web and swinging away.

"That's some nice work, Batman." said one of the police officers as they hauled away Harley Quinn.

"Thank Spider-Man." Batman replied as he headed towards the Batmobile.

"What, you guys partners now or somethin'?" asked another cop.

"No." Batman replied as the driver door swung open. "We're colleagues."

He climbed inside the Batmobile which backed up and then roared out of sight.

XXXXXX

That night, Spider-Man stood on top of the Daily Bugle building, staring out at the twinkling lights below. It seemed like just another Manhattan night.

He slipped off his mask and breathed in the brisk air. He was glad that he and Batman had stopped the Goblin and Joker, but it scared him the way that he pounded on the Joker. He almost lost control of himself.

"Not a bad evening." said Batman from behind him, causing Peter to jump.

"Geez! Stop doing that!" Peter threw up his hands.

"You did well. The Joker's not easy to defeat." said Batman as he stepped into the moonlight. "I should know."

"Well, I'm smarter than I look." said Peter.

"So it would seem."

"Ah, Batman's got jokes."

Batman stood beside him and gazed at the horizon.

"You have my respect, Mr. Parker." he said. "Protecting New York definitely has its challenges. You're more than capable of handling the job."

"I do all right." Peter replied. "That was a neat trick you pulled by the way, sending the Batmobile in by remote control as a distraction."

"A distraction." Batman mused. "That's all the Green Goblin was. The Joker roped him into his scheme so he could distract us as he tried to kill half a million people. At least the Goblin can't do anymore harm."

Again, Peter thought of his friend Harry. He would have to check on him tomorrow. See if there was anyway that he could help him.

"So, I suppose this is where we part ways, eh, Caped Crusader?"  
he said, slipping his mask back on.

"Well done, Spider-Man."

"Aw thanks, Bats!" Spider-Man sang. "And if you ever need me to head over to Gotham and-"

"I won't." Batman replied.

"Never say never."

Spider-Man blasted a web-line then leapt from the roof. Batman watched as he swung off through the canyon of skyscrapers, yelping.

"Whooo-hoooooo!"

Batman smirked as he disappeared into the darkness.

XXXXXX

Meanwhile, Harry Osborn stepped out into the cold, quiet hallway of the morgue and leaned against the wall.

"Oh Harry!" Mary Jane called as she ran down the hall to him.

She wrapped her arms around him, but he didn't hug her back. He just stood there, numb.

"It's him." he sighed. "I...they showed me the body. It's him."

"Oh Harry. I'm so sorry." MJ sighed, resting her head on his shoulder.

He pushed away from her and turned his back.

"They...they said it was a suicide...that he jumped...but I know better..."

"Harry?" Mary Jane touched his back. "What are you saying?"

"Batman was on the roof with him. I heard the reports. My father didn't jump...Batman...this is all Batman's fault. He's responsible for my father's death."

"Harry, no..."

He turned back to face her. His face was blank and he stared past her, almost as if he couldn't see her.

"I'm going to make him pay. I swear by every fiber of my being, I'm going to make Batman pay for what he did, if it's the last thing I ever do."

**Epilogue**

20 miles outside of Metropolis.

"And can you describe this object that fell from the sky, ma'am?"

"Well...it looked like a man." the elderly woman replied, standing at the front door of her modest farmhouse.

"Yes Sir, looked like a man fell plum out of the sky and landed over yonder." her husband added, standing beside her. "Brought up a huge cloud a dust, too. We stayed away. Thought it'd be best."

"What did you say your name was, young man?" asked the woman.

"Coulson, Ma'am. Agent Coulson." replied the man in the dark suit. "This man landed 'over yonder'? Would _yonder_ be that cornfield?"

"Yeah...yonder." the farmer said as he pointed at the field across the two lane highway.

"Thank you for your time." Coulson said as he turned to leave.

"Well, what do you think it really was?" the woman called after him.

"Probably a weather balloon." Coulson replied as he trotted down the front steps and marched towards the cornfield.

He crossed the highway, then switched on his small flashlight and held it above his head as he waded into the cornstalks.

He made his way in about twenty feet when he stopped at the edge of a small crater. He shined his light across the earth until something glinted in its beam in the middle of the crater.

He made his way down and stooped to pick up a mangled pair of eyeglasses with broken lenses.

He continued to inspect the glasses as he brought his cellphone to his ear.

"Director Fury. I'm outside Metropolis. I'm fairly certain we have a situation, Sir."

**End of Episode 3**

All characters featured in this piece of fiction are the copyrighted property of their respective owners, creators and studios.


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